UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 21, 2008
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WILLIS GROUP HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
Bermuda
(Jurisdiction of incorporation or organization)
001-16503 98-0352587
(Commission file number) (I.R.S. Employer Identification No.)
c/o Willis Group Limited
51 Lime Street, London, EC3M 7DQ, England
(Address of principal executive offices)
(011) 44-20-3124-6000
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On November 21, 2008, Willis Group Holdings Limited ("Willis"), along
with its indirect wholly owned subsidiary, Willis North America Inc. ("WNA"),
entered into amendments effective as of November 14, 2008, for each of (i) the
Credit Agreement, dated as of October 1, 2008 (the "Five-Year Credit
Agreement"), among WNA, Willis, the Lenders party thereto, Bank of America,
N.A., as Administrative Agent and Swing Line Lender, and Bank of America
Securities LLC, as Administrative Agent and Sole Lead Arranger, and (ii) the
364-Day Credit Agreement, dated as of October 1, 2008 (the "364-Day Credit
Agreement"), among WNA, Willis, the Lenders party thereto and Bank of America
Securities LLC, as Administrative Agent and Sole Lead Arranger. The amendments
to the Five-Year Credit Agreement and the 364-Day Credit Agreement permit
investments by Willis Securities Inc., an indirect subsidiary of WNA and a
licensed broker-dealer ("WSI"), in reinsurance related debt securities (also
known as "insurance linked securities") that are underwritten and/or initially
purchased by WSI and placed with or distributed to third party investors in the
normal course of WSI's business. Pursuant to the amendment, the aggregate amount
of such investments would not be permitted to exceed $250 million at any point
in time.
This description of the Amendments to the Five-Year Credit Agreement
and the 364-Day Credit Agreement does not purport to be complete and is
qualified in its entirety by reference to each of the amendments to the
Five-Year Credit Agreement and the 364-Day Credit Agreement, copies of which are
attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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10.1 Amendment dated November 14, 2008 to the Credit Agreement, dated
as of October 1, 2008, among Willis North America Inc., Willis
Group Holdings Limited, the Lenders party thereto, Bank of
America, N.A., as Administrative Agent and Swing Line Lender
and Bank of America Securities LLC, as Administrative Agent and
Sole Lead Arranger
10.2 Amendment dated November 14, 2008 to the 364-Day Credit
Agreement, dated as of October 1, 2008, among Willis North
America Inc., Willis Group Holdings Limited, the Lenders party
thereto and Bank of America Securities LLC, as Administrative
Agent and Sole Lead Arranger
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Willis Group Holdings Limited
By: /s/ Adam G. Ciongoli
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Adam G. Ciongoli
General Counsel
Date: November 21, 2008
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EXHIBIT INDEX
Exhibit No. Description
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10.1 Amendment dated November 14, 2008 to the Credit Agreement, dated
as of October 1, 2008, among Willis North America Inc., Willis
Group Holdings Limited, the Lenders party thereto, Bank of
America, N.A., as Administrative Agent and Swing Line Lender
and Bank of America Securities LLC, as Administrative Agent and
Sole Lead Arranger
10.2 Amendment dated November 14, 2008 to the 364-Day Credit
Agreement, dated as of October 1, 2008, among Willis North
America Inc., Willis Group Holdings Limited, the Lenders party
thereto and Bank of America Securities LLC, as Administrative
Agent and Sole Lead Arranger
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